Notice to Convene Extraordinary General Meeting

1/25/2013 7:39 AM EST

BioPorto  A/S
Decisions of extraordinary general meeting

Notice to Convene Extraordinary General Meeting



An Extraordinary General Meeting of Shareholders of BioPorto A/S will be held on

                                        

       Tuesday, February 26, 2013, at 3:00 p.m. at the company’s address,

                    Grusbakken 8, DK-2820 Gentofte, Denmark



With the following agenda:



1.         Election of board members and possibly deputy members;



                                      *****





                            Details of the proposal:

A group of shareholders have requested an extraordinary General Meeting under
article 5 c of the company articles of association, see announcement no. 2 of
January 24, 2013. The purpose of the meeting is election of board members. At
the time of the request, the group of shareholders held a total of 6,432,973
registered shares. 

The board is in dialogue with this group of shareholders. The Board’s proposal
for the election at the General Meeting will be announced in a follow-up
announcement prior to the deadline for registration for the extraordinary
General Meeting. 



                                      *****



Share capital, voting rights and authorized institution

At the time of convening the General Meeting, the share capital of the company
amounts to DKK 141,449,052. The share capital is fully paid up and divided into
shares of nominal value DKK 3.00 (47,149,684 shares). Each share carries one
vote (47,149,684 votes). 





Record date

The right of a shareholder to attend a General Meeting and to vote is
determined relative to the shares held by the shareholder at the record date.
The record date is one week before the General Meeting. The shares held by each
shareholder at the record date are calculated on the basis of registration of
the shareholders' ownership in the register of shareholders and notifications
about ownership received by the company for entry into the register of
shareholders, but which have not yet been registered in the register of
shareholders. 



The record date is Tuesday, February 19, 2013.



Admission card

Admission to the general meeting is conditional on the presentation of an
admission card, which can be obtained by written request to the BioPorto office
no later than Friday February 22, 2013. 



Admission card can be obtained in person or in writing to the company,
Grusbakken 8, DK-2820 Gentofte, Denmark, tel. +45 45290000, e-mail:
 , or by submitting the admission card form. 



The form is sent to the shareholders who have so requested, and is available on
the company website www.bioporto.com. 



Proxy

Shareholders may submit a proxy to the board of directors or a person
designated by the shareholder who participates in the meeting. 



The proxy form can be obtained on the company website or by written request to
the company, Grusbakken 8, DK-2820 Gentofte, Denmark, e-mail
 . 



Completed proxy forms must be received by the company no later than Saturday
February 24, 2013. 



Admission cards to shareholder’s advisers or administrators must also be
obtained within the period specified 


Vote by correspondence

Shareholders also have the opportunity to vote by correspondence.



The form for voting by correspondence can be obtained on the company website or
by written request to the company, Grusbakken 8, DK-2820 Gentofte, Denmark,
e-mail   



Completed forms can be submitted by mail or e-mail to the company, Grusbakken
8, DK-2820 Gentofte, Denmark, e-mail   



Forms must be received by the company no later than Saturday February 23, 2013.



Votes by correspondence and proxy

At the time of convening the General Meeting, the company has not received
names of candidates for election to the board of directors. The forms for
voting by correspondence and for submitting proxies have therefore been
prepared as a vote/proxy to the board of directors to vote at the General
Meeting for the candidates supported by the board of directors at the General
Meeting. 



Submission of documents and questions
The notice to convene the General Meeting with agenda, complete proposals,
information on voting rights and share capital as well as documents presented
at the meeting will be available on the company website www.bioporto.com 



In the same period, the documents will be presented for inspection by the
shareholders at the company office, Grusbakken 8, DK-2820 Gentofte, all
weekdays from 10:00 a.m. to 16:00 p.m. 



Until the day before the General Meeting, shareholders may address questions
regarding the agenda or documents to the company in writing. 





BioPorto A/S

The Board of Directors



Further information:

Gry Husby Larsen, Corporate Legal Counsel

Carsten Lønfeldt, Chairman of the Board of Directors

Tel. no. (+45) 45 29 00 00, e-mail